Lawyers Get Creative in LJM2 Suit

Some of the plaintiffs in a suit over debt repayment involving the notorious Enron partnership also are the defendants.

It's not every day that a plaintiff in a lawsuit winds up suing himself, but that's essentially what's going in a legal battle between a group of Wall Street firms and Enron's infamous LJM2 partnership.

The six financial institutions that arranged a $90 million loan for LJM2 are trying to recoup their losses in two related lawsuits filed in state courts in New York and Delaware. The lenders -- Dresdner Bank, Credit Suisse First Boston, Merrill Lynch ( MER), Wachovia ( WB), Royal Bank of Scotland and Royal Bank of Canada -- claim LJM2 stopped making payments on the loan last November and they are owed $73 million.

Another lawsuit brought by a group of disgruntled creditors is nothing new in the Enron mess. These days, it seems like the only ones making money from Enron and the growing multitude of other corporate scandals are the lawyers.

But what's interesting about this case is that the plaintiffs, except for Royal Bank of Scotland and Royal Bank of Canada, were original investors in the $394 million partnership that Enron's former chief financial officer, Andrew Fastow, set up in 1999. And National Westminster Bank, acquired by the Royal Bank of Scotland in 2000, was an investor in LJM1, a smaller venture managed by Fastow.

People familiar with the dispute say if the banks and brokers prevail it will sort of be like taking money out of one pocket and putting it in another.

That's because the LJM2 partnership -- which played a central role in Enron's strategy of moving debt and poor performing assets of its balance sheet -- doesn't have enough money and assets to pay back the lenders, sources say. The lenders seem to be aware of that and that's why they want a Delaware state judge to order the 45 corporate and individual investors in LJM2, including some of the plaintiffs, to contribute more money to the failing venture.

The Delaware court's ruling is critical to the outcome of the dispute, because Fastow established LJM2 under that state's partnership rules. The plaintiffs, meanwhile, are before a New York judge trying to get a judgment and a lien slapped against the LJM2 partnership.

Lawyers for the lenders and LJM2 could not be reached for comment. A spokesman for Dresdner Bank, the lead banker on the loan, also was unavailable for comment.

The banks and brokerages that are suing LJM2 accounted for roughly 17% of the partnership's start-up capital. Included in that figure are investments made by individual employees at some of those firms, such as the $16 million invested by 100 Merrill investment bankers.

Merrill, the placement agent for the LJM2 venture, assisted Fastow in lining up other outside investors for the partnership. Last week a number of U.S. senators raised questions about some of Merrill's investment banking deals with Enron.

Of the six lenders, Dresdner and CSFB are owed the most. Each of those firms contributed $30 million to the LJM2 loan, with the other institutions each contributing $10 million.